The Fallen
by Twilit Feline
Summary: Twilight is watching her friends die around her. Alone, she is tempted to take her own life, to join her friends, and her beloved mentor, Princess Celestia. Luckily, somepony is here to help. NO ROMANTIC PAIRING.
1. Chapter 1

**Before I start, I just want to say thanks to someone who's been sending me positive messages, and encouraging me to keep going. This person is kind, and they obviously are willing to take the time to help me on the road to becoming a better author.**

**This person is…cartuneslover17. Thank you so, so, so much.**

**This fanfic is the prologue to "Thanks for the Memories." This was also heavily inspired by the song "Vanilla Twilight" by Owl City. **

**On with the fic.**

A lone pink ribbon. It was swaying gently in the breeze, and no one could bear to look at it. It had been worn in the mane of a pink pony named Pinkie Pie on the last day of her life. No one had known she was going to die that day.

She had died in peace at least, with her friends by her side. The party pony had fallen to the ground while walking with Applejack. At the hospital, they had told her that there wasn't any hope for the cheerful pony, but she was requesting their presence.

Walking into the room, Fluttershy had burst into tears. Pinkie Pie was lying in a white bed, looking suddenly very weak and frail. She tried to crack a smile, but it came out more as a grimace. "Well…I guess…this….i…is…go…goodbye…h…huh?" She had murmured.

Twilight had then used her magic to pull the covers up to Pinkie Pie's chest, and fluffed her pillow. "Just want to make sure your comfortable…" she choked out, trying not to cry. Applejack walked forward, and grasped Pinkie Pie's right forehoof in a gentle but firm grasp. "We're here fer' 'ya Pinkie. We ain't lettin' you go alone."

Pinkie smiled, tears running down her face. Rainbow Dash looked away, blinking furiously in an attempt not to cry. Rarity smiled weakly, tears streaming down the fashionista's face. "OH WHO AM I KIDDING?" Came an angry voice from behind Twilight, and Rainbow burst into tears. After seeing her friend start to sob, Twilight immediately started to as well.

"Com…come…o…on…yo…you….guys….s…smi….smile…fo…for…me?" Pinkie said, softly, her speech coming in short gasps. Twilight smiled through her tears, and lifted a tissue with her magic, and brought it over to Pinkie Pie's face. Drying her tears, Twilight looked at her friend sadly. "Anything for you Pinkie." She murmured softly.

"Thanks…" Pinkie Pie whispered. "J…just…re…remember….al…always…sm…smile." And then the pink party pony closed her eyes. Twilight stepped back from her bedside, shock and horror written clearly across her face. "Pinkie!" Applejack yelled, squeezing the ponies' hoof. "Tell me yer jokin'! Please Pinkie! Please…please…"

There was no response from the pony. Fluttershy moved forward, and laid her hoof down above Pinkie's heart. The saddened look on her face said everything. "Is…is she…" Twilight couldn't bring herself to say the word 'dead'. "She's gone…" Fluttershy whispered, tears streaking down her face.

Twilight held open her hooves, and Fluttershy fell into them. "Shh….just let it all out…" Twilight crooned, stroking her friend's mane. She felt her other friends wrap their hooves around her, and she was grateful for their comfort.

Twilight broke away from her friends after a while, and walked over to where Pinkie was lying. A pink ribbon was threaded through her mane. Grasping it with her magic, she gently pulled it out of the other ponies' mane. She walked back to her friend's with the ribbon in the air next to her.

"Just remember. Always smile." Twilight said soflty, and she let the ribbon go, out of the window. It slowly wove it's way through the air, bending with the breeze. "We'll always remember you Pinkie Pie." Rarity said softly.

"Always." Rainbow echoed. "You where a great friend." Fluttershy said. "A happy-go-luck pony, and great to be around." Applejack stated. "We're glad to have known you…" Twilight said softly. "And we'll miss you…"

The five friends turned away from the window, and walked slowly out of the hospital, hearts heavy, ears flattened against the back of their heads. "Why aren't we smiling?" Rainbow Dash suddenly demanded. "It's what Pinkie would have wanted. And you don't want to see Pinkie angry…Remember the Applejack's Pinkie Promise and the "Rairtycatchme!" incident?"

Everyone giggled, and suddenly they burst out laughing. Feeling considerably better, they kept walking, sharing funny stories, and just laughing. They all spent the night at Twilight's house, and they stayed up 'till late at night telling stories and jokes about Pinkie Pie, some at their own expense, but no pony really cared. They where happy together, and that's what really mattered.

Three years later, Fluttershy died.


	2. Chapter 2

**Disclaimer: I do not own My little Pony: FiM, Hasbro, or Lauren Faust.**

**Note: For those of you who have read my other story Together, Forever, this may be a bit of a repeat. **

It had been three years since Pinkie Pie's death, and slowly but surely, Ponyville had recovered. Everytime someone threw a party, it was like the pink pony was there with them.

Rainbow Dash had burst into Twilight's room, tears streaming down her face. "It…it's Fluttershy!" she had sobbed. Without another word, Twilight had rushed out of her house, and into Rarity's boutique. Twilight had rushed in, and had run to Fluttershy's side.

The five ponies were surrounding the pegasus pony while she was lying on her bed. Her coat was stretched over her body, each bone sticking prominently out of her body. Her vibrant pink mane was now dull, and the feathers on her once beautiful wings had either fallen out, or were tattered.

"You can't die Fluttershy! You can't!" Rarity wailed, sobbing her heart out. It was a well known fact that Rarity and Fluttershy were the best of friends. There spa dates had become more of a tradition then a regular get-together. Tears fell from everypony's eyes. Rainbow Dash had completely lost it, sobbing and collapsing into a feathered heap on the floor. Applejack was next, burrowing her nose into Rainbow's mane.

Twilight tucked Fluttershy's favorite stuffed animal into the dying pegasus's hooves. Rarity was beside herself, and had been crying a good part of the night. Twilight was the last to go, mainly because she wanted to give her friends support, but when Fluttershy gently hugged them all, she completely lost it, and started to sob uncontrollably.

"Just….rem….remember…." Fluttershy managed to say. "I…I love every one…of you…" the yellow pony said. Tears were streaming down her face. "Life….will….go…on…without…me…" she said softly. "But….I'll…miss…you…I…love…you….all…."

Those were the last words that the pegasus pony ever spoke. "I love you too Fluttershy." Twilight said softly, pressing her nose into Fluttershy's mane. "Never forget that. Never…." The five friends sat next to the bed all night, and most of the morning, their noses in the pony's cold fur. They comforted each other, and recalled fond memories they had with the pony.

That night had found the four friends along with Princess Celestia and Luna, standing at the grave site. Fluttershy's grave had been dug next to Pinkie Pie's and the following phrase had been engraved in the yellow pony's gravestone. "Fluttershy. A pony who always had something kind to say, no matter what the situation."

Twilight was shocked that two of her friends had gone so quickly, and they were so young. Pinkie Pie had been 32, and Fluttershy was 35. An analysis of her body had shown she had been bitten a poisonous snake, and the venom had worked too quickly for the doctors to have been able to deliver the antidote in time, so they let her spend her last hours with her friends.

Twilight raised her head to the sky, and felt the soft rain cascade down on her face, washing away her tears. Her violet eyes scanned the sky, and she saw the constellation she was looking for. Three butterflies and three party balloons. Princess Luna had done something she hadn't done for a three years; create a new constellation. The last time she had done that was when Pinkie Pie had died.

Twilight had lowered her head, and sat with the rest of her friends. Tonight, they would mourn.


	3. Chapter 3

**Disclaimer: I do not own My little Pony: FiM, Hasbro, or Lauren Faust.**

Rarity faded away next. Twilight had walked into the boutique one gray and raining morning, hoping for some shelter against the elements. "Rarity? Rarity! It's me, Twilight!" She had called, slamming the door with her magic.

There had been no answer. Rolling her eyes, and thinking that the fashion pony was engrossed in her latest order from Canterlot, she had trotted upstairs, hoping to find the unicorn in her sewing room.

The room was pitch black, and Twilight blinked rapidly, trying to get her eyes adjusted. Lighting up her horn with a soft pulse of magical energy, she had walked over to the light switch, and turned on the overhead lamps. What she saw made her scream in horror.

The room was a complete disaster, fabric everywhere, mannequins lying on the ground abandoned, gems scattered across the floor. But that was not what had caused Twilight to shriek like she had.

Rarity…was lying on the ground, her hooves tucked close against her body. Her mane, normally curled, was straight, and lying around her in an arc shape. "Rarity!" Twilight screamed. She ran to her friend's side, and put her hoof over her heart. There was nothing.

Mind reeling, Twilight took a step back from the body. Shock and horror coursed through her. Suddenly, a white slip of paper tucked in between Rarity's hooves caught her attention. Using her magic to pick it up, Twilight levitated it over to her so she could read it.

Unfolding the envelope the note was enclosed in, she tossed it into the trashcan. Unfolding the note as well, she read, her eyes spilling tears that dropped silently onto the floor.

"_Dear Twilight, Applejack, Rainbow._

_I wonder whom it will be who finds me here, lying on the ground, motionless, my heart not beating? As you have been able to piece together, I have not been myself lately, secluding myself in my design studio, and rarely coming out to talk and play with you like I used to."_

Here, dried tear marks dotted the paper, as if the writer of the note had been crying. Taking a steadying breath, Twilight had steeled herself, and continued reading.

"_My dear friends…I am so sorry to have to say this to you. What I have hidden for so long may have come out, but I tried my best to keep it from you. I have been slowly dying for the past two years. Yes, two years. The same amount of time Fluttershy has been gone._

_My heart and my body were dying, as I watched you all deal with the pain of losing Pinkie and Fluttershy. At least I don't have to see the agony on your faces when you see my body lying here. Applejack, I have never been strong like you. I have never been able to move on after losing someone. Rainbow, I have never been brave like you. I have never been able to face my pain after losing someone close to my heart. Twilight…I have never been selfless like you. Even as the embodiment of the Element of Generosity, I have never been able to match your selflessness, the way you always help others before you help yourself._

_I hope that my death will fade in your memories. I hope it doesn't cause you too much pain. I am with Fluttershy and Pinkie Pie now, and I hope you will be able to forgive me for what I have done. I found something of ours though. Something that we had sent to the Princess a long time ago. Look in my desk drawer, and you will find it._

_Rainbow, keep on doing all your daring tricks. Applejack, continue on helping Sweet Apple Acres. And Twilight? Keep yourselves together. If you ever need a shoulder to cry on, go to each other. If you ever need someone to spill out all your fears and your worries to, go to each other. It you ever need a friend…go to each other. That's what I should have done…I love you all so much, and I want you to know that now, in death, I am finally at peace. Goodbye…_

_Love,_

_Rarity_

_Rarity"_

Twilight had broken down on the floor, sobbing and wailing. The rain cascaded down around the boutique. After Twilight had regained a little bit of her composure, she walked to the desk. Pulling on the drawer with a tendril of magic, it opened. A single scroll lay inside. Twilight lifted it up with her reddish aura of magic, and opened it. Inside was a picture of the mane six, Twilight in the middle. Two words were written below the picture: Best Friends.

Twilight lost it again, and started to sob. She encased the scroll in magic, to protect it from the rain, and the note as well. She ran outside, the pouring rain immediately drenching her to the bone. She ran all the way to Sweet Apple Acres, her hooves spraying mud behind her. Arriving at the apple orchard, the purple unicorn ran into the barn/house where the Apple family lived.

"Twilight!" Came a surprised voice. It was Applejack, looking shocked at seeing one of her best friends completely drenched, and carrying two pieces of parchment. "Yer all wet!" she exclaimed. Twilight shoulder's shook with silent sobs, and Applejack's tone of reprimanding immediately changed to one of worry. "What happened sugarcube?" She asked softly, grabbing a blanket off a hook, and draping it around the shivering unicorn's shoulders.

"R…Rarity…" Twilight croaked out. "What about Rarity?" Applejack asked, becoming increasingly worried. In response, Twilight levitated the note over to Applejack, still clutching tightly onto the scroll with the picture on it. Tears began to fall from her eyes again.

Applejack took the note in her mouth, and then unfolded it. Laying on the dirt packed floor of the barn, she read, her eyes growing wide with each word. She began to cry, and then once she finished reading, to sob. Twilight held open her hooves, and Applejack fell into them, not caring how wet Twilight was at the moment. "Sh…She knew…she…was gonna die?" Applejack stammered after a few long moments.

Twilight nodded, then held out the scroll. Applejack unrolled it, and a small smile became present on her tear-drenched face. "Well…it sure was nice of her to remember." She said softly. Twilight had nodded her head, unsure of what else to say. "We should tell Rainbow." The unicorn had said after another few moments. Applejack nodded.

"I can teleport us to her house." Twilight said softly. "Alright." Applejack said, grabbing Twilight's outstretched hoof. Twilight grasped the scroll and the note with her magic again, and, brushing the dirt off them, focused on the teleportation spell. Her horn began to glow, and suddenly, the barn was empty.

They arrived in Rainbow Dash's cloud home, and told her the terrible news. After much crying, hugging, and comforting, the three friends decided to head back to Rarity's house. Twilight teleported them away, and they arrived in the boutiques loft area. The three friends lost it again, after seeing Rarity's serene expression.

Even though the rain fell, there would always be a dawn.


	4. Falling, with nopony to catch me

Rainbow Dash was falling. She was falling through the air, her mane flying around her face. Lightning flashed, and thunder boomed, but Rainbow was still falling. She heard terrified screams of ponies, and two cries stood out to her.

"Rainbow! RAINBOW! YOU CAN'T DIE! YOU JUST CAN'T!"

It was Twilight Sparkle, hysterical, sobbing. She didn't want Rainbow Dash to die. Heck, Rainbow didn't want to die either, but her wings refused to move. The second shout was as loud as Twilight's, and almost as hysterical.

"Rainbow! YA CAN'T DIE! YA GOTTA FIGHT! FLY! FLY!"

It was Applejack, whose normally calm and collected exterior was shattered as she saw her friend plummeting towards her death. She had said to fly…fly? Rainbow couldn't fly…her wings were locked in place as she fell.

She felt a tingling sensation, and she knew in a heartbeat it was Twilight, trying to slow her descent. However, the sensation soon faded, and all that was left that was a Pegasus as broken as her heart.

"I can't get a grip on her!" Twilight was crying. "She's going too fast!" Applejack was screaming, Twilight was screaming…it all blurred together.

_What happened to me?_

Rainbow Dash, the Wonderbolt, the performer, the showstopper, was now about to stop the show…one final time. And this time, ponies weren't going to be applauding. In the back of her mind, something in her told her to fight, to fly. Did she want to know that in her final moments, she could have done something to save herself, and she didn't? That she could have spared Twilight and Applejack the grief.

Rainbow's wings flared, and the wind tore at them viciously. She fought hard, battling against the wind, and flipped herself over. Lightning flashed next to her, but she didn't waver. She was falling now, but it was almost under control…just adjust her right wing and…

Time stopped.

Rainbow hit the ground hard. A sickening crunch sounded from the moment she made impact, and she lay, in a broken heap on the ground. Her mane was streaked with blood, and tears. Her wings were crumpled, and two of her legs were broken upon hitting the ground.

She was vaguely aware of ponies crowding around her, and vaguely aware of Twilight Sparkle and Applejack pushing through the crowd. She had to be strong…if not for herself, then for them. They deserved it. Rainbow lifted her head weakly, ignoring the searing pain that coursed through her entire body as she did so.

"H..he…hey…" she choked out, coughing up blood. "Se..seems that…m..my tricks…f…finall…finally…go…got…m…me…You..a…always…us..used…t…to wa…warn…m...me…ab...ou…about…that…eg…egghead…"

Twilight's nickname brought the slightest of smiles to her face, even though her tears were falling heavier then the pouring rain. "Don't say that R…Rainbow…" she stammered. "Y…you'll be back to your o…old self in n…no time!"

All three of them knew it was a lie, but it somehow made them feel a little bit better. Rainbow coughed again, hiding the blood, wanting to be strong for her friends. It was becoming harder and harder to breathe, but she would hold on for as long as possible. "Someone called the poniemedics. They'll be here soon!" Twilight said softly.

"Sugarcube, ya gotta hold on tight. An' if ya go, then say hi to the others for us…will ya?" Applejack asked, tears shining in her green eyes. They trickled down her face, knowing, like Twilight and Rainbow, that Rainbow Dash would die that day.

"I…I…w…i…ill…" Stammered Rainbow, forcing a smile onto her face, despite the grueling pain she was in. The edges of her vision where going blurry, and she could see blackness creep in upon her brain, like a fog rolling through in the morning.

She saw all her friends, welcoming her with open hooves, and she knew it was her time to go. "I…l…o…ve….y…o….u…" Rainbow Dash managed to stammer out before she took her last shuddering breath, and lay still on the ground.

"We love you too Rainbow Dash…" Twilight Sparkle and Applejack said in unison. "We love you too." The crowd slowly dispersed, giving the last two ponies some much needed time with their friend.

Twilight looked at Applejack with fear in her eyes as they mourned over Rainbow Dash, the rain cascading down around them, causing them to shiver. "Applejack…we're the only ones left." She said slowly, as if saying it would somehow make it go away.

"Yep. I reckon we are." Applejack sniffled, tears dripping down from her face onto the cyan coat of the motionless Pegasus in front of her. "I plan on being here a long time." She said, determination filling her gaze. "I want to spend every moment I can with one of my best friends."

Twilight nodded. Raising her head to look at the darkening sky, she realized that the clouds were parting, to reveal a full moon. Stars dotted the sky, and Twilight could easily pick out all the constellations. "Princess Luna sure did a great job tonight…" she murmured. "Like always…"

Just then, Twilight spotted a star pattern she had never seen before. Upon closer inspection she gasped. "Applejack!" she choked out, getting a lump in her throat. "It's Rainbow's cutie mark!" She pointed to the stars, tracing an invisible line with her hoof.

"Gosh darnit, I reckon it is!" Applejack exclaimed, her eyes filled with wonder and astonishment as the two ponies, unicorn and earth, looked at the new constellation that represented a cloud with a lighting bolt coming out of it.

It represented a pony who was loyal to the death, and even when dying, would still try to be strong for her friends. A pony who would die for somepony else, even if they weren't willing to do the same. It represented a mare of loyalty, and Element of Harmony. It represented the mare Rainbow Dash.

As Twilight and Applejack continued to stare up at the night sky, a mixture of awe and admiration in their gaze, they could almost hear Rainbow Dash's voice echo around them.

"It needs to be about 20% cooler."


	5. All stars go out, even the sun

Yawning, a purple unicorn mare stumbled out of her bed, and…promptly tripped and fell. Shaking her head, and rising from the disheveled heap from where she lay, she rolled her eyes, and prodded the green and purple scaly mound in front of her.

"Spike…." Twilight Sparkle groaned, poking the dragon again. "Wake up."

There was no response from the dragon.

"Spike. Get up."

Nothing.

"Spike!"

Still…nothing.

"SPIKE SPARKLE!" Twilight roared. "GET UP THIS INSTANT!"

Spike shot up like a bullet, his claws sinking into the wooden floor of the library, and his eyes darting around wildly. His head whipped around, ready to defend Twilight from some intruder, and he spread his new wings.

When he saw no danger, he turned back to the mare, who was looking at him, a look of smugness written on her face. "You should have seen the look on your face." She taunted, poking him in the side with a lavender hoof. "Honestly, it looked as though the sky was falling."

Spike snorted, a puff of smoke making its way from his nose. "Gosh Twilight. I thought an Ursa Major was on a rampage." He groaned, rolling his emerald green eyes. The dragon proceeded to settle back down on his bed, only to be yanked out by the tail, and suspended in mid-air by a certain unicorn's magic.

"No." Twilight commanded, as if she were teaching a small puppy. "Bad Spike. You're going to help me get things ready for the Summer Sun celebration."

Spike groaned, and clawed the air, attempting to get out of the magical grasp in which he was suspended. After several fruitless attempts, Twilight finally let go of the dragon, and he landed in a crumpled heap on the ground, his tail and hind legs over his head.

"Fiiiiiiiinnnnnneeeeeee." Spike hissed. "I'll heeeeeeelllllllpppp." He dragged out the last word as if it were poison on his tongue.

Twilight trotted downstairs, and was about to head into the kitchen when a burst of magical green fire caught her attention, and she cantered back upstairs. "A letter?" she exclaimed. "I haven't gotten a letter since…"

The purple unicorn trailed off, and tears welled in her eyes. It still hurt to think about Pinkie, Fluttershy, Rarity, and Rainbow Dash's deaths.

Spike looked curiously at the scroll, now clamped firmly in his jaws, causing him to go crosseyed. Twilight giggled slightly, sure the purple dragon was doing it to make him feel better.

Spike spit out the scroll, and caught it in his tail, bringing it to eye level. "It has Luna's stamp on it!" he exclaimed, confused. "Not Princess Celestia's…" Twilight shifted from hoof to hoof, impatient to get her hooves on the scroll.

Just then a knock on the window surprised her. She trotted over, and saw a familiar gray mailmare hovering outside the window. "Hello Derpy!" she said, glad to se the happy Pegasus out delivering mail.

"Hiya Twilight!" Derpy said, landing on the windowsill. "I gotta special delivery from Canterlot this morning!" She reached into her mail bag and pulled out a package. It was marked with Luna's stamp again, not Celestia's.

"Thank you Derpy." Twilight said, holding open the window for the mailmare. "Have a nice day!"

"You too!" Derpy called, flying off in her normal slightly zig-zag pattern.

Twilight trotted back to Spike, holding the package in her magical grasp. She laid it on her bed, and motioned for Spike to come over. He did so, and unrolled the scroll, clearing his throat without waiting for Twilight to instruct him to read it.

"Dear Twilight Sparkle,

A matter of utmost importance has come up in Canterlot Castle. It regards your mentor Princess Celestia. Please, teleport to Canterlot as quickly as you can, and if possible, bring dragon Spike Sparkle, and Applejack.

Anxiously awaiting your arrival,

Luna."

Spike read aloud. After he finished, the dark purple dragon looked up at Twilight, who had a worried look in her eyes. "I…I think we should g….go get Applejack." She stammered, beginning to panic.

Spike nudged her softly, and grabbed her hoof. "It'll be alright Twili." He said, using the pet name he had adopted for her over the years. "Now come one, we're relying on you to get us to Canterlot."

Twilight nodded, and focused her magical energy into her horn. It began to glow with a pale light, growing stronger with each passing second. She felt Spike's grip on her hoof tighten, and in a flash of bright light, they were gone.

A bright flash of light illuminated the many apple trees for a split second, but it was enough to alert a certain farm pony of the unciorn's presence. A thunder of hooves, and soon Applejack's figure was visible. "Hi Twi!" she exclaimed. "Hey there Spike."

Twilight's eyes were alight with panic. "There's no time to explain! We've got to get to Canterlot!"

She grabbed Applejack's hoof, and her spell began again, this time, it's magical radiance becoming almost blinding. A brief flash of light, and they were gone.

A blinding flash of light in the Canterlot throne room caused every single Pegasus guard in the room to point their spears at the origin of the bright light, only to lower them again with a sigh of relief when they saw a familiar shape emerge.

"Princess Luna!" Twilight exclaimed, running up the steps she had run along so long ago. "We came as fast as we could!" She internally winced, it sounded almost exactly like the Discord scenario, save that four of her friends and Princess Celestia were nowhere to be found.

Applejack blinked in surprise at her new surroundings, but galloped up the steps to stand next to Twilight. Spike soared over, and landed on Twilight's other side, draping a protective wing over her back.

Princess Luna nodded, stepping down from the throne which she had occupied. Her mane flowed in a non-existant wind, and she was wearing her normal royal garb. "I have called you here today to discuss a matter of utmost importance, something that could change the fate of Equestria."

Twilight gulped. "What about Princess Celestia?" she whispered hoarsely, her throat suddenly going completely dry.

"That's just it…" Luna said, tears sparking in her eyes. "She….sh….she…"

"She's what sugarcube?" Applejack asked, looking at Princess Luna, worried for the Princess of the Night.

Princess Luna looked at Twilight, tears sparkling in her eyes. "Twilight…Applejack…Spike…" she whispered. "Princess Celestia….is….is….dying."


End file.
